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RTX AGM Information 2009

Jan 16, 2009

3413_iss_2009-01-16_35e15212-c994-4ccb-9b7b-4b5c465863af.pdf

AGM Information

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Announcement

To NASDAQ OMX Copenhagen A/S and the press

Noerresundby, Denmark, 16 January 2009 Announcement no. 4/2009 Number of pages: 5

Annual General Meeting of RTX Telecom to be held on 28 January 2009

Enclosed please find a convening to the Annual General Meeting of RTX Telecom to be held on Wednesday 28 January 2009 at 3.00pm at the company's address: Stroemmen 6, Noerresundby.

Best regards, RTX Telecom A/S

Tage Rasmussen President & CEO

Questions and further information: Tage Rasmussen, President & CEO, tel. +45 96 32 23 00

Please visit RTX Telecom's website at: www.rtx.dk.

RTX Telecom A/S Stroemmen 6 DK-9400 Noerresundby, Danmark Tel : +45 96 32 23 00 Fax : +45 96 32 23 10 VAT# : DK 17 00 21 47 Web : www.rtx.dk E-mail : [email protected]

Annual General Meeting

to be held on Wednesday 28 January 2009 at 3.00pm at the company's address Strømmen 6, DK-9400 Nørresundby

Prior to the Annual General Meeting visitors are invited to see the premises of RTX Telecom. A tour will be arranged at 2.30pm.

In accordance with the company's Articles of Association, the agenda for the Annual General Meeting is as follows:

    1. Report from the Supervisory Board on the company's activities during the financial year under review.
    1. Presentation of audited annual report for approval.
    1. Resolution regarding the allocation of profits and losses for the year as stated in the approved annual report.
    1. Election of members to the Supervisory Board.
    1. Election of auditors.
    1. Proposal from the company's Supervisory Board:
  • (a) The Supervisory Board is authorised until the next Annual General Meeting to allow the company to purchase its own shares up to a limit of 10% of the company's share capital, at a price corresponding to the "all transactions" average price on the NASDAQ OMX Copenhagen A/S on the date of purchase, with a variation of up to 10%.
  • (b) Pursuant to section 69 b of the Danish Public Companies Act the company must define overall guidelines for incentive programmes for the Executive Board of RTX Telecom A/S. The Supervisory Board's proposal "Overall guidelines pursuant to section 69 b of the Danish Public Companies Act governing incentive programmes for the Executive Board of RTX Telecom A/S" is enclosed to this notice.

Consequently, the following regulation shall be incorporated into the Articles of Association as a new article 14.3: "Pursuant to section 69 b of the Danish Public Companies Act the company has approved overall guidelines for incentive programmes for the Executive Board. The guidelines can be accessed at the company's website."

  1. Any other business.

The share capital of RTX Telecom is nominally DKK 47,170,255 consisting of 9,434,051 shares of DKK 5. Each share of DKK 5 carries one vote at general meetings.

The agenda for the Annual General Meeting and the annual report for 2007/08, signed by the Executive Board and the Supervisory Board, will be made available for inspection by the shareholders no later than eight days before the Annual General Meeting, in the company's offices at Strømmen 6, 9400 Nørresundby, Denmark.

The company's registered shareholders will also be notified of the convening of the Annual General Meeting.

Shareholders who have acquired their shares by assignment are only entitled to vote if they have either been entered in the company's register of shareholders or have reported and documented their acquisition of shares in the company prior to notification of the Annual General Meeting.

Admission cards with voting papers are available upon request from VP Investor Services A/S tel. +45 43 58 88 92 until 23 January 2009 at 4.00pm. Admission cards with voting papers may also be ordered at VP Investor Services A/S' website www.uk.vp.dk/agm or at RTX Telecom's website www.rtx.dk/investor until 23 January 2009 at 4.00pm.

Light refreshments will be served after the meeting.

Nørresundby, Denmark, 16 January 2009

The Supervisory Board of RTX Telecom A/S

RTX Telecom A/S

Strømmen 6 DK-9400 Nørresundby, Denmark Phone : +45 96 32 23 00 Fax : +45 96 32 23 10 VAT# : DK 17 00 21 47 Web : www.rtx.dk E-mail : [email protected]

Regarding article 4 in the agenda – election of members to the Supervisory Board

The Supervisory Board's proposal for election of board members at the general meeting will at the earliest possible date be published in a stock exchange announcement and at the company's website www.rtx.dk/investor.

OVERALL GUIDELINES PURSUANT TO SECTION 69 B OF THE DANISH PUBLIC COMPANIES ACT GOVERNING INCENTIVE PROGRAMMES FOR THE EXECUTIVE BOARD OF RTX TELECOM A/S

1. GENERAL PRINCIPLES

To create coincidence of interests between the Executive Board of RTX Telecom A/S and the Company's shareholders and to consider both short-term and long-term targets, RTX Telecom A/S considers it expedient to set up incentive programmes for the members of its Executive Board. Such incentive programmes may consist of any form of variable payment, including different share-based instruments such as share options and warrants, and non-share-based bonus agreements, which may be continuous, one-off and event-based.

Whether a person of the Executive Board is included by an incentive programme - and the specific agreements agreed upon - will be based on the ability to create coincidence of interests between the Executive Board of RTX Telecom A/S and the Company's shareholders and to consider both short-term and long-term targets. In addition, the achieved and expected performance of the Executive Board, the consideration of motivation and loyalty and the overall situation and development of the Company will also be of importance.

2. SHARE-BASED INSTRUMENTS

The value of all share-based instruments (share options and warrants) granted within a specific financial year, may for the Executive Board amount up to 100% of the yearly gross salary. The value of the share-based instruments is calculated according to the Black & Scholes formula.

In an ordinary course of event the share options/warrants cannot be exercised until 36 months from the date of grant and must be exercised not later than 84 months from the date of grant. Specific agreements about exercise can be made in the event of extraordinary conditions during the period of agreement, eg retirement from Executive Board.

3. NON-SHARE-BASED INSTRUMENTS

A non-share-based instrument, typically a result bonus agreement or a result agreement, may be valid for one or several years and/or may be dependent on the occurrence of a specific event concerning RTX Telecom A/S, eg sales or acquisition of important business areas or similar events. Bonus payments dependent on continuing employment, loyalty or similar may also occur.

RTX Telecom A/S

Strømmen 6 DK-9400 Nørresundby, Denmark Phone : +45 96 32 23 00 Fax : +45 96 32 23 10 VAT# : DK 17 00 21 47 Web : www.rtx.dk E-mail : [email protected]

3. NON-SHARE-BASED INSTRUMENTS (continued)

Payment of bonus depends on whether the conditions and targets defined in the agreement have been fully or partly met. This may be personal targets related to the performance of the individual member of the Executive Board, the performance of RTX Telecom A/S, the performance of one or several of RTX Telecom A/S' business units, the continuing employment of the Executive Board until a specific point in time, or the occurrence of a specific event, for instance a change of control in RTX Telecom A/S or sales of one or more of RTX Telecom A/S' business units.

Continuous result bonus agreements for Executive Board may give the persons of the Executive Board the possibility of achieving a bonus per calendar year of up to 100% of their yearly gross salary calculated before any bonus payments.

Bonus payments dependent on the occurence of a specific event, continuing employment or loyalty may – for each bonus factor – give the persons of the Executive Board the possibility of achieving a bonus per calendar year of up to 100% of the yearly gross salary calculated before any bonus payments.

4. TOTAL MAXIMUM

Irrespective of the guidelines for the share-based and the non-share-based instruments described in item 2 og 3 the total value of all granted share-based and non-share-based instruments within one financial year may for each person of Executive Management not exceed 100% of the person's yearly gross salary calculated before any bonus payments.

Nørresundby, Denmark, 16 January 2009

The Supervisory Board of RTX Telecom A/S